INDENTURE OF TRUST. by and among NORTHSTAR STUDENT LOAN TRUST I, U.S. BANK NATIONAL ASSOCIATION, as Trustee. and

Transcription

1 EXECUTION VERSION INDENTURE OF TRUST by and among NORTHSTAR STUDENT LOAN TRUST I, U.S. BANK NATIONAL ASSOCIATION, as Trustee and U.S. BANK NATIONAL ASSOCIATION, as Eligible Lender Trustee $686,600,000 NorthStar Student Loan Trust I Student Loan Backed Notes, Series $674,600,000 Senior Class A $12,000,000 Subordinate Class B Dated as of October 1, doc /tfh

2 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND USE OF PHRASES... 3 ARTICLE II NOTE DETAILS AND FORM OF NOTES Section Note Details Section Execution, Authentication and Delivery of Notes Section Registration, Transfer and Exchange of Notes; Persons Treated as Noteholders Section Lost, Stolen, Destroyed and Mutilated Notes Section Trustee s Authentication Certificate Section Cancellation and Destruction of Notes by the Trustee Section Temporary Notes Section Issuance of Notes Section Notices to Clearing Agency Section Payment of Principal and Interest Section Book-Entry Class A Notes Section Transfer Restrictions - Class A Notes Section Transfer Restrictions - Class B Notes Section Tax Characterization of Notes and Trust ARTICLE III PARITY AND PRIORITY OF LIEN; OTHER OBLIGATIONS Section Parity and Priority of Lien Section Other Obligations ARTICLE IV PROVISIONS APPLICABLE TO THE NOTES; DUTIES OF THE ISSUER Section Payment of Principal and Interest Section Covenants as to Additional Conveyances Section Further Covenants of the Issuer Section Enforcement of Master Servicing Agreement and the Servicing Agreement Section Procedures for Transfer of Funds Section Additional Covenants with Respect to the Higher Education Act Section Financed Eligible Loans; Collections Thereof; Assignment Thereof Section Appointment of Agents, Direction to Trustee, Etc Section Capacity to Sue Section Continued Existence; Successor to Issuer Section Amendment of Student Loan Purchase Agreement or Student Loan Sale Agreement Section Representations; Negative Covenants Section Additional Covenants... 44

3 Section Providing of Notice Section Certain Reports Section Statement as to Compliance Section Representations of the Issuer Regarding the Trustee s Security Interest Section Further Covenants of the Issuer Regarding the Trustee s Security Interest Section Statements to Noteholders ARTICLE V FUNDS Section Creation and Continuation of Funds and Accounts Section Acquisition Fund Section Capitalized Interest Fund Section Collection Fund Section Class B Collection Fund Section Reserve Fund Section Department Rebate Fund Section Trustee Expense Reserve Fund Section Investment of Funds Held by Trustee Section Release ARTICLE VI DEFAULTS AND REMEDIES Section Events of Default Defined Section Remedy on Default; Possession of Trust Estate Section Remedies on Default; Advice of Counsel Section Remedies on Default; Sale of Trust Estate Section Appointment of Receiver Section Restoration of Position Section Application of Sale Proceeds Section Acceleration of Maturity; Rescission and Annulment Section Remedies Not Exclusive Section Collection of Indebtedness and Suits for Enforcement by Trustee Section Direction of Trustee Section Right to Enforce in Trustee Section Physical Possession of Notes Not Required Section Waivers of Events of Default Section Notice of Defaults ARTICLE VII THE TRUSTEE Section Acceptance of Trust Section Recitals of Others Section As to Filing of Indenture Section Trustee May Act Through Agents Section Indemnification of Trustee Section Trustee s Right to Reliance ii

4 Section Compensation of Trustee Section Creditor Relationships Section Resignation of Trustee Section Removal of Trustee Section Successor Trustee Section Manner of Vesting Title in Trustee Section Additional Covenants by the Trustee to Conform to the Higher Education Act Section Right of Inspection Section Limitation with Respect to Examination of Reports Section Servicing Agreements Section Additional Covenant of Trustee Section Notices to Rating Agencies Section Merger of the Trustee Section Receipt of Funds from Servicer or a Subservicer Section Survival of Trustee s Rights to Receive Compensation, Reimbursement and Indemnification Section Corporate Trustee Required; Eligibility; Conflicting Interests Section Trustee May File Proofs of Claim Section No Petition Section Obligor Claims ARTICLE VIII SUPPLEMENTAL INDENTURES Section Supplemental Indentures Not Requiring Consent of Noteholders Section Supplemental Indentures Requiring Consent of Noteholders Section Additional Limitation on Modification of Indenture Section Execution of Supplemental Indentures ARTICLE IX GENERAL PROVISIONS Section Notices Section Covenants Bind Issuer Section Lien Created Section Severability of Lien Section Consent of Noteholders Binds Successors Section Nonliability of Persons; No General Obligation Section Nonpresentment of Notes or Interest Checks Section Security Agreement Section Laws Governing Section Severability Section Exhibits Section Non-Business Days Section Parties Interested Herein Section Notes Are Limited Obligations Section Aggregate Principal Amount of Notes Section Financed Eligible Loans iii

5 Section Concerning the Delaware Trustee Section Consent of Registered Owners ARTICLE X PAYMENT AND CANCELLATION OF NOTES AND SATISFACTION OF INDENTURE Section Trust Irrevocable Section Satisfaction of Indenture Section Optional Purchase of All Financed Eligible Loans Section Auction of Financed Eligible Loans Section Cancellation of Paid Notes EXHIBIT A FORM OF CLASS A NOTE EXHIBIT B FORM OF CLASS B NOTE EXHIBIT C FORM OF MONTHLY DISTRIBUTION DATE CERTIFICATE EXHIBIT D REPORT TO NOTEHOLDERS EXHIBIT E FORM OF INVESTMENT LETTER FOR CLASS A NOTES EXHIBIT F FORM OF INVESTMENT LETTER FOR CLASS B NOTES EXHIBIT G NOTICE OF INTEREST RATES EXHIBIT H NOTICE OF INTEREST DISTRIBUTION AMOUNTS iv

6 INDENTURE OF TRUST THIS INDENTURE OF TRUST, dated as of October 1, 2012 (this Indenture ), is by and among NORTHSTAR STUDENT LOAN TRUST I (the Issuer ), a statutory trust duly organized and existing under the laws of the State of Delaware (the State ), U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and operating under the laws of the United States of America, as trustee hereunder (together with its successors, the Trustee ), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and operating under the laws of the United States of America, as eligible lender trustee (together with its successors, the Eligible Lender Trustee ) under the Eligible Lender Trust Agreement (all capitalized terms used in these preambles, recitals and granting clauses shall have the same meanings assigned thereto in Article I hereof). W I T N E S S E T H: WHEREAS, the Issuer represents that it is duly created as a statutory trust under the laws of the State and that by proper action has duly authorized the execution and delivery of this Indenture, which Indenture provides for the issuance and payment of student loan asset-backed notes (the Notes ); and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms herein set forth; and WHEREAS, it is hereby agreed among the parties hereto and the Noteholders (the Noteholders evidencing their consent by their acceptance of the Notes) that in the performance of any of the agreements of the Issuer herein contained, any obligation it may thereby incur for the payment of money shall not be general debt on its part, but shall be secured by and payable solely from the Trust Estate, payable in such order of preference and priority as provided herein; NOW, THEREFORE, the Issuer, and as applicable the Eligible Lender Trustee, in consideration of the premises and acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the Notes by the Noteholders thereof, of the acknowledgement by the Trustee of the Granting Clauses set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN AND DELIVER to the Trustee, for the benefit of the Noteholders, all of the moneys, rights and properties described in the granting clauses A through F below (the Trust Estate ), as follows: GRANTING CLAUSE A The Available Funds (other than moneys released from the lien of the Trust Estate as provided herein); GRANTING CLAUSE B All moneys and investments held in the Funds and Accounts created under Section 5.01 hereof, including all proceeds thereof and all income thereon;

7 GRANTING CLAUSE C The Financed Eligible Loans (other than Financed Eligible Loans released from the lien of the Trust Estate as provided herein) and all obligations of the obligors thereunder including all moneys accrued and paid thereunder; GRANTING CLAUSE D The rights of the Issuer and/or the Eligible Lender Trustee, as applicable, in and to the Eligible Lender Trust Agreement (only as to the Issuer), the Master Servicing Agreement, the Servicing Agreement, any Student Loan Sale Agreement, the Joint Sharing Agreement and the Guarantee Agreements as the same relate to the Financed Eligible Loans; GRANTING CLAUSE E Solely for the payment of principal and interest on the Class B Notes, the rights of the Issuer in and to the Residual Interests; GRANTING CLAUSE F All proceeds from any property described in these Granting Clauses and any and all other property, rights and interests of every kind or description that from time to time hereafter is granted, conveyed, pledged, transferred, assigned or delivered to the Trustee as additional security hereunder. TO HAVE AND TO HOLD the Trust Estate, whether now owned or held or hereafter acquired, unto the Trustee and its successors or assigns; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit and security of all present and future Noteholders, without preference of any Note over any other, except as provided herein, and for enforcement of the payment of the Notes in accordance with their terms, and all other sums payable hereunder or on the Notes, and for the performance of and compliance with the obligations, covenants and conditions of this Indenture, as if all the Notes at any time Outstanding had been executed and delivered simultaneously with the execution and delivery of this Indenture; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of the Notes and the interest due and to become due thereon, or provide fully for payment thereof as herein provided, at the times and in the manner mentioned in the Notes according to the true intent and meaning thereof, and shall make all required payments into the Funds and Accounts as required under Article V hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient to pay or to provide for payment of the entire amount due and to become so due as herein provided, then this Indenture (other than Sections 4.13 and 4.14 (for a period of 90 days after the Issuer has paid or provided for the payments of the amounts described herein) and 7.05 hereof) and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture shall be and remain in full force and effect; -2-

8 NOW, THEREFORE, it is mutually covenanted and agreed as follows: ARTICLE I DEFINITIONS AND USE OF PHRASES Capitalized terms used herein and not otherwise defined shall have the meanings set forth below, as applicable, unless the context clearly requires otherwise: Account shall mean any of the accounts created and established within any Fund pursuant to this Indenture. Acquisition Fund shall mean the Fund by that name created in Section 5.01(a) hereof and further described in Section 5.02 hereof, including any additional Accounts and Subaccounts created therein. Administration and Servicing Fee shall mean a monthly servicing fee equal to 1/12 of 0.50% of the Pool Balance as of the end of the close of business on the last day of the related Collection Period less the Servicing Fee, for the payment of fees and expenses due to the Administrator and the Master Servicer under the terms of the Master Servicing Agreement. Administrator shall mean NorthStar Capital Markets Services, Inc., in its capacity as administrator under the Master Servicing Agreement, or any successor thereto in accordance with the Master Servicing Agreement, so long as the Issuer has satisfied the requirements of a Rating Notification as to each such other administrator, and shall include any Sub-Administrator. Affiliate shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Authorized Denominations shall have the meaning ascribed to such term in Section 2.02 hereof. Authorized Representative shall mean, when used with reference to the Issuer, the Administrator, the Sub-Administrator and any Person duly authorized by the Trust Agreement to act on the Issuer s behalf. Available Funds shall mean, the sum of the following amounts received to the extent not previously distributed: (a) all collections received by the Servicer on the Financed Eligible Loans (including payments from any Guaranty Agency received with respect to the Financed Eligible Loans) but net of (i) any collections in respect of principal on the Financed Eligible Loans applied by the Issuer to repurchase guaranteed loans from the Guaranty Agencies or the Servicer in accordance with its Guarantee Agreement or the Servicing Agreement, as applicable; and (ii) amounts required by the Higher Education Act to be paid to the Department (including, but not limited to, any Monthly Rebate Fees and any Department Rebate Interest Amounts to be -3-

9 deposited into the Department Rebate Fund or paid directly to the Department) or to be repaid to borrowers (whether or not in the form of a principal reduction of the applicable Financed Eligible Loan), with respect to the Financed Eligible Loans; (b) any Interest Subsidy Payments and Special Allowance Payments received by the Trustee or the Eligible Lender Trustee with respect to Financed Eligible Loans; (c) all Liquidation Proceeds from any Financed Eligible Loans which became Liquidated Financed Eligible Loans in accordance with the Servicer s customary servicing procedures, and all other moneys collected with respect to any Liquidated Financed Eligible Loan which was written off, net of the sum of any amounts permitted to be retained by the Servicer pursuant to the Servicing Agreement in connection with such liquidation and any amounts required by law to be remitted to the obligor on such Liquidated Financed Eligible Loan; (d) the aggregate Purchase Amounts received for Financed Eligible Loans repurchased by the Depositor or purchased by the Servicer or for serial loans sold to another eligible lender pursuant to the Servicing Agreement; (e) the aggregate amounts, if any, received from the Depositor or the Servicer, as the case may be, as reimbursement of non-guaranteed interest amounts, or lost Interest Subsidy Payments and Special Allowance Payments, with respect to the Financed Eligible Loans pursuant to the Student Loan Purchase Agreement, the Student Loan Sale Agreement or the Servicing Agreement; (f) other amounts received by the Servicer pursuant to its role as Servicer under the Servicing Agreement, and payable to the Issuer in connection therewith; (g) all interest earned or gain realized from the investment of amounts in any Fund or Account; (h) any amount received pursuant to the Joint Sharing Agreement and (i) any other amounts deposited to the Collection Fund. Available Funds shall be determined pursuant to the terms of this definition by the Issuer and reported to the Trustee. Amounts described in clause (a)(i) and (ii) hereof shall be paid by the Trustee upon receipt of a written direction from the Issuer. The Trustee may conclusively rely on such determinations without further duty to review or examine such information. Basic Documents shall mean the Trust Agreement, this Indenture, the Subscription Agreement, dated as of October 25, 2012, among NEF, Great Lakes Higher Education Corporation and the Issuer, the Master Servicing Agreement, the Servicing Agreement, the Joint Sharing Agreement, any Student Loan Purchase Agreement, any Student Loan Sale Agreement, the Guarantee Agreements, the Eligible Lender Trust Agreement and other documents and certificates delivered in connection with any thereof. Beneficial Owner shall mean the owner of a Beneficial Ownership Interest in the Class A Notes. Beneficial Ownership Interest shall mean the right to receive payments and notices with respect to the Class A Notes which are held by a Clearing Agency under a Book-Entry System. Book-Entry System shall mean a form or system under which (a) the beneficial right to principal and interest may be transferred only through a book-entry, (b) physical securities in registered form are issued only to a Clearing Agency or its nominee as registered owner, with the securities immobilized to the custody of the Clearing Agency, and (c) the book-entry is the record that identifies the owners of beneficial interests in that principal and interest. -4-

10 Business Day shall mean (a) for purposes of calculating LIBOR, any day on which banks in New York, New York and London, England are open for the transaction of international business; and (b) for all other purposes, any day other than a Saturday, a Sunday, a holiday or any other day on which banks located in New York, New York, Wilmington, Delaware or the city in which the principal office of the Trustee is located, are authorized or permitted by law, regulation or executive order to close. Capitalized Interest Fund shall mean the Fund by that name created in Section 5.01(b) hereof and further described in Section 5.03 hereof. Class shall mean, as appropriate, the Class A Notes or the Class B Notes. Class A Maturity Date shall mean the December 2031 Monthly Distribution Date. Class A Note Interest Shortfall shall mean, with respect to any Monthly Distribution Date, the excess, if any, of (a) the Class A Noteholders Interest Distribution Amount on the immediately preceding Monthly Distribution Date over (b) the amount of interest actually distributed to the Class A Noteholders on such preceding Monthly Distribution Date, plus interest on the amount of such excess interest due to the Class A Noteholders, to the extent permitted by law, at the interest rate borne by the Class A Notes from such immediately preceding Monthly Distribution Date to the current Monthly Distribution Date, as determined by the Trustee. Class A Noteholder shall mean the Person in whose name a Class A Note is registered in the Note registration books maintained by the Trustee. Class A Noteholders Interest Distribution Amount shall mean, with respect to any Monthly Distribution Date, the sum of (a) the amount of interest accrued at the Class A Rate for the related Interest Accrual Period on the Outstanding Amount of the Class A Notes immediately prior to such Monthly Distribution Date, as based on the actual number of days in such Interest Accrual Period divided by 360 and rounding the resultant figure to the fifth decimal place, as determined by the Trustee; and (b) the Class A Note Interest Shortfall for such Monthly Distribution Date. Class A Notes shall mean the $674,600,000 Student Loan Asset-Backed Notes, Series Senior Class A issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit A hereto. Class A Rate shall mean, for any Interest Accrual Period, other than the first Interest Accrual Period, the applicable One-Month LIBOR plus 0.70%, as determined by the Trustee. For the first Interest Accrual Period, the Class A Rate shall be equal to %. Class B Collection Fund shall mean the Fund by that name created in Section 5.01(d) hereof and further described in Section 5.06 hereof. -5-

11 Class B Rate shall mean, for any Interest Accrual Period, other than the first Interest Accrual Period, the applicable Three-Month LIBOR, plus 5.0%. For the first Interest Accrual Period, the Class B Rate shall be equal to %. Class B Maturity Date shall mean the January 2032 Quarterly Distribution Date. Class B Note Interest Shortfall shall mean, with respect to any Quarterly Distribution Date, the excess, if any, of (a) the Class B Noteholders Interest Distribution Amount on the immediately preceding Quarterly Distribution Date over (b) the amount of interest actually distributed to the Class B Noteholders on such preceding Quarterly Distribution Date, plus interest on the amount of such excess interest due to the Class B Noteholders, to the extent permitted by law, at the interest rate borne by the Class B Notes from such immediately preceding Quarterly Distribution Date to the current Quarterly Distribution Date, as determined by the Trustee. Class B Noteholder shall mean the Person in whose name a Class B Note is registered in the Note registration books maintained by the Trustee. Class B Noteholders Interest Distribution Amount shall mean, with respect to any Quarterly Distribution Date, the sum of (a) the amount of interest accrued during each of the three immediately preceeding Interest Accrual Periods at the Class B Rate for each such Interest Accrual Period on the Outstanding Amount of the Class B Notes immediately prior to such Quarterly Distribution Date, based, for each Accrual Period, on the actual number of days in such Interest Accrual Period divided by 360 and rounding the resultant figure to the fifth decimal place, as determined by the Trustee; and (b) the Class B Note Interest Shortfall for such Quarterly Distribution Date. Class B Notes shall mean the $12,000,000 Student Loan Asset-Backed Notes, Series Subordinate Class B issued by the Issuer pursuant to this Indenture, substantially in the form of Exhibit B hereto and secured on a junior priority to the Class A Notes. Clearing Agency shall mean an organization registered as a clearing agency pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be The Depository Trust Company and its successor or assigns and the initial nominee for the Clearing Agency shall be Cede & Co. If (a) the then Clearing Agency resigns from its functions as depository of the Class A Notes or (b) the Issuer discontinues use of the Clearing Agency, any other securities depository which agrees to follow the procedures required to be followed by a securities depository in connection with the Notes and which is selected by the Issuer with the consent of the Trustee. Clearing Agency Participant shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. Code shall mean the Internal Revenue Code of 1986, as amended from time to time. Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations, including applicable temporary and proposed regulations, relating to such section which are applicable to the Notes or the use of the proceeds thereof. A reference to any -6-

12 specific section of the Code shall be deemed also to be a reference to the comparable provisions of any enactment which supersedes or replaces the Code thereunder from time to time. Collection Fund shall mean the Fund by that name created in Section 5.01(c) hereof and further described in Section 5.04 hereof. Collection Period shall mean, with respect to the first Monthly Distribution Date, the period beginning on the Date of Issuance and ending on November 30, 2012 and with respect to each subsequent Monthly Distribution Date, the Collection Period shall mean the calendar month immediately preceding such Monthly Distribution Date. Commission shall mean the Securities and Exchange Commission. Date of Issuance shall mean October 25, Delaware Trustee shall mean Wilmington Trust, National Association, a national banking association, not in its individual capacity, but solely in its capacity as the trustee of the Issuer under the Trust Agreement, or any successor thereto appointed pursuant to the Trust Agreement. Delaware Trustee Fee shall mean (a) the Delaware Trustee s initial setup fee of $4,000 plus the initial $4,000 annual fee and (b) an annual fee equal to $5,250 (subject to inflation of 3% per year), payable on each October Monthly Distribution Date, beginning on the October 2013 Monthly Distribution Date. Department shall mean the United States Department of Education, an agency of the Federal government. Department Rebate Fund shall mean the Fund by that name created in Section 5.01(d) hereof and further described in Section 5.06 hereof, including any Accounts and Subaccounts created therein. Department Rebate Interest Amount shall mean, with respect to any date of determination, the greater of (a)(i) the amount of interest paid by borrowers on the Financed Eligible Loans first disbursed on or after April 1, 2006 that exceeds the Special Allowance Payment support levels applicable to such Financed Eligible Loans under the Higher Education Act since the prior Department Rebate Payment Date less (ii) the amount of accrued Interest Subsidy Payments or Special Allowance Payments due to the Issuer since the prior Department Rebate Payment Date and (b) $0.00. Department Rebate Payment Date shall mean the quarterly date that (i) the Department Rebate Interest Amount is due and payable to the Department or (ii) the Department offsets the Department Rebate Interest Amount from Interest Subsidy Payments or Special Allowance Payments due to the Issuer. Depositor shall mean NorthStar Education Funding I, L.L.C. -7-

13 Depositor Eligible Lender Trustee shall mean U.S. Bank National Association, in its capacity as eligible lender trustee for the Depositor and under the terms of the Eligible Lender Trust Agreement, between the Depositor and U.S. Bank, or any successor eligible lender trustee designated thereunder. Determination Date shall mean, the second Business Day preceding each Monthly Distribution Date. DTC shall mean the Depository Trust Company. Eligible Lender shall mean (i) the Eligible Lender Trustee and (ii) any eligible lender, as defined in the Higher Education Act, and which has received an eligible lender designation from the Secretary with respect to Eligible Loans made under the Higher Education Act. Eligible Lender Trust Agreement shall mean the Eligible Lender Trust Agreement, dated as of October 1, 2012, between the Issuer and U.S. Bank National Association, as eligible lender trustee, as amended from time to time. Eligible Lender Trustee shall mean U.S. Bank National Association, in its capacity as eligible lender trustee hereunder and under the terms of the Eligible Lender Trust Agreement, or any successor eligible lender trustee designated pursuant to this Indenture and the Eligible Lender Trust Agreement. Eligible Lender Trustee Fee shall mean the fee, if any, of the Eligible Lender Trustee set forth in the Eligible Lender Trust Agreement. Such fee shall be in satisfaction of the Eligible Lender Trustee s compensation as eligible lender trustee under this Indenture and the Eligible Lender Trust Agreement. Eligible Loan shall mean any loan made to finance post-secondary education that is made under the Higher Education Act. ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended. Event of Bankruptcy shall mean (a) the Issuer shall have commenced a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall have made a general assignment for the benefit of creditors, or shall have declared a moratorium with respect to its debts or shall have failed generally to pay its debts as they become due, or shall have taken any action to authorize any of the foregoing; or (b) an involuntary case or other proceeding shall have been commenced against the Issuer seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property provided such action or proceeding is not dismissed within 60 days. -8-

14 Event of Default shall have the meaning specified in Article VI hereof. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Financed or Financing when used with respect to Eligible Loans, shall mean or refer to Eligible Loans (a) acquired by the Issuer with balances in the Acquisition Fund or otherwise deposited in or accounted for in the Acquisition Fund or otherwise constituting a part of the Trust Estate and (b) substituted or exchanged for Financed Eligible Loans, but does not include Eligible Loans released from the lien of this Indenture and sold or transferred, to the extent permitted by this Indenture. Fiscal Year shall mean the fiscal year of the Issuer (initially October 1 to September 30) as established from time to time. Fitch shall mean Fitch Inc. and its successors and assigns. Funds shall mean each of the Funds created pursuant to Section 5.01 hereof. GLELSI shall mean Great Lakes Educational Loan Services, Inc., and its successors and assigns. Global Certificate shall mean any Class A Note registered in the name of a Clearing Agency or its nominee. Each Rule 144A Certificate shall constitute a Global Certificate. Guarantee or Guaranteed shall mean, with respect to an Eligible Loan, the insurance or guarantee by a Guaranty Agency pursuant to such Guaranty Agency s Guarantee Agreement of the maximum percentage of the principal of and accrued interest on such Eligible Loan allowed by the terms of the Higher Education Act with respect to such Eligible Loan at the time it was originated and the coverage of such Eligible Loan by the federal reimbursement contracts, providing, among other things, for reimbursement to such Guaranty Agency for payments made by it on defaulted Eligible Loans insured or guaranteed by such Guaranty Agency of at least the minimum reimbursement allowed by the Higher Education Act with respect to a particular Eligible Loan. Guarantee Agreements shall mean a guaranty or lender agreement between the Trustee or the Eligible Lender Trustee and any Guaranty Agency, and any amendments thereto. Guaranty Agency shall mean any entity authorized to guarantee student loans under the Higher Education Act and with which the Trustee or the Eligible Lender Trustee maintains a Guarantee Agreement. Higher Education Act shall mean the Higher Education Act of 1965, as amended or supplemented from time to time, or any successor federal act and all regulations, directives, bulletins and guidelines promulgated from time to time thereunder. Highest Priority Notes shall mean at any time when any of the Class A Notes are Outstanding, the Class A Notes, and at any time when no Class A Notes are Outstanding, the Class B Notes. -9-

15 Indenture shall mean this Indenture of Trust, including all supplements and amendments hereto. Independent shall mean, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor upon the Notes, the Depositor and any Affiliate of any of the foregoing Persons; (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons; and (c) is not connected with the Issuer, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, placement agent, trustee, partner, director or person performing similar functions. Index Maturity shall mean (i) for One-Month LIBOR, one month, (ii) for Three-Month LIBOR, three months. Individual Note shall mean any Note registered in the name of a Noteholder other than a Clearing Agency or its nominee. Initial Pool Balance shall mean the Pool Balance as of the Date of Issuance. Institutional Accredited Investor shall mean an institutional Accredited Investor as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act. Interest Accrual Period shall mean, initially, the period commencing on the Date of Issuance and ending on December 25, 2012 and thereafter, with respect to each Monthly Distribution Date, the period beginning on and including the immediately preceding Monthly Distribution Date and ending on the day immediately preceding such current Monthly Distribution Date. Interest Subsidy Payment shall mean an interest payment on Eligible Loans received pursuant to the Higher Education Act and an agreement with the federal government, or any similar payments. Investment Securities shall mean: (a) direct obligations of, or obligations on which the timely payment of the principal of and interest on which are unconditionally and fully guaranteed by, the United States of America; (b) interest-bearing time or demand deposits, certificates of deposit or other similar banking arrangements with a maturity of 12 months or less with any bank, trust company, national banking association or other depository institution, including those of the Trustee, provided that, at the time of deposit or purchase such depository institution has commercial paper which is rated F1+ by Fitch and rated A-1+ by S&P; (c) bonds, debentures, notes or other evidences of indebtedness issued or guaranteed by any of the following agencies: Federal Farm Credit Banks, Federal Home Loan Mortgage Corporation; the Export-Import Bank of the United States; the Federal -10-

16 National Mortgage Association; Federal Home Loan Banks provided such obligation is rated AAA by Fitch and rated AA+ by S&P; or any agency or instrumentality of the United States of America which shall be established for the purposes of acquiring the obligations of any of the foregoing or otherwise providing financing therefor; (d) repurchase agreements and reverse repurchase agreements, other than overnight repurchase agreements and overnight reverse repurchase agreements, with banks, including the Trustee and any of its affiliates, which are members of the Federal Deposit Insurance Corporation or firms which are members of the Securities Investors Protection Corporation, in each case whose outstanding, unsecured debt securities are rated no lower than two subcategories below the highest rating on the Notes by Fitch and S&P, if commercial paper is outstanding, commercial paper which is rated F1+ by Fitch and rated A-1+ by S&P; (e) overnight repurchase agreements and overnight reverse repurchase agreements at least 101% collateralized by securities described in subparagraph (a) of this definition and with a counterparty, including the Trustee and any of its affiliates, that has senior debt rated AA- or higher by Fitch and AA or higher by S&P, and if commercial paper is outstanding, commercial paper which is rated F1+ by Fitch and rated A-1+ by S&P, or a counterparty approved in writing by Fitch and S&P, respectively; (f) investment agreements or guaranteed investment contracts, which may be entered into by and among the Issuer and/or the Trustee and any bank, bank holding company, corporation or any other financial institution, including the Trustee and any of its affiliates, whose outstanding (i) commercial paper is rated F1+ by Fitch and rated A-1+ by S&P for agreements or contracts with a maturity of 12 months or less; (ii) unsecured long-term debt is rated no lower than two subcategories below the highest rating on any Class of Outstanding Notes by Fitch and S&P and, if commercial paper is outstanding, commercial paper which is rated F1+ by Fitch and rated A-1+ by S&P for agreements or contracts with a maturity of 24 months or less, but more than 12 months, or (iii) unsecured long-term debt which is rated no lower than two subcategories below the highest rating on any Class of Outstanding Notes by Fitch and S&P and, if commercial paper is outstanding, commercial paper which is rated F1+ by Fitch and rated A-1+ by S&P for agreements or contracts with a maturity of more than 24 months, or, in each case, by an insurance company whose claims-paying ability is so rated; provided, however, that notice of entry into any such investment agreement or guaranteed investment contract must be provided to the Rating Agencies; (g) tax-exempt bonds as defined in Section 150(a)(6) of the Code, other than specified private activity bonds as defined in Section 57(a)(5)(C) of the Code, that mature not more than 365 days after the date of purchase and are rated in the highest category by Fitch and S&P for long-term or short-term debt or shares of a so-called money market or mutual fund rated AAA/F1+ by Fitch and rated AAAm/AAAm-G or higher by S&P, that do not constitute investment property within the meaning of Section 148(b)(2) of the Code, provided that the fund has all of its assets invested in obligations of such rating quality; -11-

17 (h) commercial paper, including that of the Trustee and any of its affiliates, which is rated in the single highest classification, F1+ by Fitch and A-1+ by S&P, and which matures not more than 90 days after the date of purchase; (i) investments in a money market fund rated at least AAAmmf if rated by Fitch and rated at least AAAm or AAAm-G by S&P, including funds for which the Trustee or an affiliate thereof acts as investment advisor or provides other similar services for a fee; and (j) any other investment after the requirements of a Rating Notification have been satisfied. Any such Investment Security may be purchased by or through the Trustee or any of its Affiliates. Issuer shall mean NorthStar Student Loan Trust I, a statutory trust organized and existing under the laws of the State, and any successor thereto. Issuer Expenses shall mean the expenses of the Issuer relating to the Delaware Trustee Fees and Rating Surveillance Fees. Issuer Order shall mean a written order signed in the name of the Issuer by an Authorized Representative. Joint Sharing Agreement shall mean the Amended and Restated Joint Sharing Agreement, dated as of November 15, 2002, among U.S. Bank, as indenture trustee under the NorthStar Indenture (as defined therein), as indenture trustee under the T.H.E. Indenture (as defined therein), and as indenture trustee under the T.H.E. II Indenture (as defined therein), NEF (as assignee of NorthStar Guarantee, Inc., Division B), NorthStar T.H.E. Funding LLC, NorthStar T.H.E. Funding II, L.L.C., the Eligible Lender Trustee and NCMS, as joined by (i) NorthStar T.H.E. Funding III, LLC and the T.H.E. III Trustee (as defined in the Joinder Agreement to the Joint Sharing Agreement dated as of December 19, 2002), (ii) NEF and the Edsouth Trustee (as defined in Joinder Agreement No. 2, dated as of January 1, 2008), (iii) NEF and the NEF/Citi Trustee (as defined in Joinder Agreement No. 3 to the Joint Sharing Agreement, dated as of February 26, 2008), (iv) NorthStar Student Loan Trust II and the 2012A Trustee (as defined in Joinder Agreement No. 5 to the Joint Sharing Agreement, dated as of October 25, 2012), (v) the Depositor on the date hereof and (vi) the Issuer and the Trustee on the date hereof, as further joined, amended or supplemented. LIBOR shall mean One-Month LIBOR or Two-Month LIBOR, as applicable. LIBOR Determination Date shall mean, for each Interest Accrual Period, the second Business Day before the beginning of that Interest Accrual Period. Liquidated Financed Eligible Loan shall mean any defaulted Financed Eligible Loan liquidated by the Servicer (which shall not include any Financed Eligible Loan on which payments are received from a Guaranty Agency) or which such Servicer has, after using all reasonable efforts to realize upon such Financed Eligible Loan, determined to charge off. -12-

18 Liquidation Proceeds shall mean, with respect to any Liquidated Financed Eligible Loan which became a Liquidated Financed Eligible Loan during the current Collection Period in accordance with the Servicer s customary servicing procedures, the moneys collected in respect of the liquidation thereof from whatever source, other than moneys collected with respect to any Liquidated Financed Eligible Loan which was written off in prior Collection Periods or during the current Collection Period, net of the sum of any amounts expended by or, in accordance with the Servicing Agreement, to be retained by the Servicer in connection with such liquidation and any amounts required by law to be remitted to the obligor on such Liquidated Financed Eligible Loan. Master Servicer shall mean NCMS and any other successor master servicer selected by the Issuer, including an affiliate of the Issuer, so long as the Issuer has satisfied the requirements of a Rating Notification as to each such other master servicer, and shall include any Sub-Master Servicer. Master Servicing Agreement shall mean the Master Servicing Agreement, dated as of August 27, 2010, between NEF and NCMS, as supplemented by the Supplemental Servicing Agreement, dated as of October 1, 2012, pursuant to which NCMS agrees to act as Administrator and Master Servicer for the Issuer. Maturity when used with respect to any Note, shall mean the date on which the principal thereof becomes due and payable as therein or herein provided, whether at its Note Final Maturity Date, by earlier prepayment or purchase, by declaration of acceleration, or otherwise. Minimum Purchase Amount shall mean, on any Monthly Distribution Date, an amount that would be sufficient to (a) reduce the Outstanding Amount of each Class of Notes on such Monthly Distribution Date to zero; (b) pay to the respective Noteholders the Class A Noteholders Interest Distribution Amount and the Class B Noteholders Interest Distribution Amount payable on such Monthly Distribution Date; and (c) pay any Administration and Servicing Fees, Servicing Fees, Trustee Fees, Eligible Lender Trustee Fees, Trustee Expenses and Issuer Expenses due and owing. Monthly Distribution Date shall mean the twenty-fifth (25 th ) day of each calendar month or, if such day is not a Business Day, the immediately succeeding Business Day, commencing on December 26, Monthly Distribution Date Certificate shall have the meaning set forth in Section 4.15(a) hereof and shall be in the form of Exhibit C attached hereto. Monthly Rebate Fee shall mean the monthly rebate fee payable to the Department on the Financed Eligible Loans within the Trust Estate. NCMS shall mean NorthStar Capital Markets Services, Inc., and any successor thereto. NEF shall mean NorthStar Education Finance, Inc., and any successor thereto. -13-

19 NEF Eligible Lender Trustee shall mean U.S. Bank National Association, in its capacity as eligible lender trustee for NEF and under the terms of the Amended and Restated Eligible Lender Trust Agreement, between NEF and U.S. Bank, or any successor eligible lender trustee designated thereunder. NEF Private Loan Indenture means that certain Indenture of Trust, dated as of May 1, 2006, by and between NEF, as issuer, and U.S. Bank National Association, as indenture trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time. NES shall mean NorthStar Education Services LLC, and any successor thereto. Note Final Maturity Date for a Class of Notes or for any Note of such Class, as the context may require, shall mean the Class A Maturity Date or the Class B Maturity Date, as applicable. Noteholder shall mean, (a) with respect to a book-entry Class A Note, the Person who is the owner of such book-entry Class A Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency); and (b) with respect to Class A Notes held in definitive form pursuant to Section 2.11 hereof and Class B Notes, the Person in whose name a Note is registered in the Note registration books of the Trustee. Notes shall mean, collectively, the Class A Notes and the Class B Notes. One-Month LIBOR, or Three-Month LIBOR shall mean, with respect to any Interest Accrual Period, the London interbank offered rate for deposits in U.S. dollars having the applicable Index Maturity as it appears on Bloomberg, or another page of this or any other financial reporting service in general use in the financial services industry, as of 11:00 a.m., London time, on the related LIBOR Determination Date as obtained by the Trustee from such source. If this rate does not appear on Bloomberg, or another page of this or any other financial reporting service in general use in the financial services industry, the rate for that day will be determined on the basis of the rates at which deposits in U.S. dollars, having the applicable Index Maturity and in a principal amount of not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the London interbank market by the Reference Banks. The Trustee will request the principal London office of each Reference Bank to provide a quotation of its rate. If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Trustee at approximately 11:00 a.m., New York City time, on that LIBOR Determination Date, for loans in U.S. dollars to leading European banks having the applicable Index Maturity and in a principal amount of not less than U.S. $1,000,000. If the banks selected as described above are not providing quotations, One-Month LIBOR or Three-Month LIBOR, as the case may be, in effect for the applicable Interest Accrual Period will be One-Month LIBOR or Three-Month LIBOR, as the case may be, in effect for the previous Interest Accrual Period. -14-

20 Opinion of Counsel shall mean (a) with respect to the Issuer one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be employees of or counsel to the Delaware Trustee, the Issuer, the Depositor or an Affiliate of the Depositor and who shall be reasonably satisfactory to the Trustee, and which opinion or opinions shall be addressed to the Trustee, as trustee, and shall be in form and substance satisfactory to the Trustee; (b) with respect to the Depositor, the Administrator or the Servicer, one or more written opinions of counsel who may be an employee of or counsel to the Depositor, the Administrator or the Servicer, which counsel shall be acceptable to the Trustee and the Delaware Trustee; and (c) with respect to the Trustee one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be employees of or counsel to the Trustee, the Delaware Trustee, the Issuer, the Depositor or an Affiliate of the Depositor and who shall be reasonably satisfactory to the Trustee. Optional Purchase Date shall have the meaning set forth in Section hereof. Outstanding shall mean, when used in connection with any Note, a Note which has been executed and delivered pursuant to this Indenture which at such time remains unpaid as to principal or interest, excluding Notes which have been replaced pursuant to Section 2.03 or 2.04 hereof, unless provision has been made for such payment pursuant to Section hereof. Outstanding Amount shall mean, as of any date of determination, the aggregate principal amount of all Notes Outstanding or the applicable Class or Classes of Notes, as the case may be, Outstanding at such date of determination. Person shall mean an individual, corporation, partnership, joint venture, association, joint stock company, trust, limited liability company, unincorporated organization or government or agency, or political subdivision thereof. Pool Balance shall mean as of any date the aggregate principal balance of the Financed Eligible Loans on such date (including accrued interest thereon to the extent such interest is expected to be capitalized), after giving effect to the following, without duplication: (i) all payments received by the Issuer through such date from or on behalf of obligors on such Financed Eligible Loans; (ii) all Purchase Amounts on Financed Eligible Loans received by the Issuer through such date from the Depositor or the Servicer; (iii) all Liquidation Proceeds and Realized Losses on Financed Eligible Loans liquidated through such date; (iv) the aggregate amount of adjustments to balances of Financed Eligible Loans permitted to be effected by the Servicer under the Servicing Agreement recorded through such date; and (v) the aggregate amount by which reimbursements by Guarantee Agencies of the unpaid principal balance of defaulted Financed Eligible Loans through such date are reduced from 100% to 97%, or other applicable percentage as required by the risk sharing provisions of the Higher Education Act. The Pool Balance shall be calculated by the Issuer and certified to the Trustee, upon which the Trustee may conclusively rely with no duty to further examine or determine such information. Principal Office shall mean the principal office of the party indicated, as set forth in Section 9.01 hereof or elsewhere in this Indenture. -15-